California Sugar Manufacturing Co. v. Schafer

Citations

• 57 Cal. 396

Syllabus

<p>Corporation — Subscription to Stock.—Several persons signed a paper purporting to be an agreement to take stock in a corporation, which, as the paper recited, was about to be formed; and afterwards the paper was signed by the president and secretary, and the corporate seal affixed, and an action was brought to recover from one of said subscribers the price named in the paper. The complaint did not state when the company was incorporated; and it was not shown that any of the subscribers joined in its formation, or was a member thereof, or that it owned or was authorized to sell any of its stock. Held, that the plaintiff could not recover.</p> <p>Id.—Pbesumption.—The presumption is, that a corporation has none of its stock to sell.</p> <p>Id.—Stockholder.—If the paper was signed after the incorporation, and could be deemed a subscription for stock, the plaintiff has no power to recover from the subscribers other than the amounts of assessments duly levied.</p>